The Fulham Shore Share Discussion Threads

[welsheagle] 28/4/2010 07:36

RNS Number : 9149K Fulcrum Pharma PLC 28 April 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


FOR IMMEDIATE RELEASE


28 April 2010


RECOMMENDED CASH OFFER


by


GOLD MEDAL ACQUISITIONS UK LIMITED


for


FULCRUM PHARMA PLC


Summary


· The boards of Gold Medal Acquisitions UK Limited ("Gold Medal UK") and Fulcrum Pharma plc ("Fulcrum Pharma" or the "Company") are pleased to announce the terms of a recommended cash offer, to be made by Gold Medal UK for the entire issued and to be issued share capital of Fulcrum Pharma (the "Offer").
· The Offer will comprise 5.85 pence in cash for each Fulcrum Pharma Share (the "Offer Price").
· The Offer values the entire issued and to be issued share capital of Fulcrum Pharma at approximately £11.56 million.
· The Offer Price represents a premium of approximately:
o 73 per cent. to the Closing Price of 3.375 pence per Fulcrum Pharma Share on 27 April 2010, being the last Business Day prior to this Announcement; and
o 83 per cent. to the average Closing Price of 3.20 pence per Fulcrum Pharma Share for the six month period ended 27 April 2010, being the last Business Day prior to this Announcement.
· The Independent Directors, who have been so advised by Singer Capital Markets, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Singer Capital Markets has taken into account the commercial assessments of the Independent Directors.
· Accordingly, the Independent Directors intend unanimously to recommend that Fulcrum Pharma Shareholders accept the Offer.
· The Fulcrum Pharma Directors have irrevocably undertaken with Gold Medal UK to accept, or procure the acceptance of, the Offer in respect of their entire beneficial holdings of Fulcrum Pharma Shares, which amount in aggregate to 11,114,563 Fulcrum Pharma Shares, representing, as at the date of this Announcement, approximately 6.25 per cent. of the current issued share capital of Fulcrum Pharma and in respect of any Fulcrum Pharma Shares that may be issued to, or acquired by, them pursuant to the exercise of options they hold over Fulcrum Pharma Shares.


· Certain other Fulcrum Pharma Shareholders (not being Fulcrum Pharma Directors) have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of certain of their respective beneficial holdings of Fulcrum Pharma Shares which amount, in aggregate, to 45,161,603 Fulcrum Pharma Shares, representing, as at the date of this Announcement, approximately 25.38 per cent. of the current issued share capital of Fulcrum Pharma.


· In total, Fulcrum Pharma Shareholders have undertaken to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 56,276,166 Fulcrum Pharma Shares, representing, as at the date of this Announcement, approximately 31.63 per cent. of the current issued share capital of Fulcrum Pharma.
· Commenting on the Offer, Patrick K Donnelly (Executive Chairman of Gold Medal UK) said:


"We are very excited about teaming up with the staff and management at Fulcrum Pharma due to their high level of expertise in drug development, regulatory submissions, drug safety services and consulting. In tandem with new capital from SV Life Sciences and The Halifax Group we look forward to significantly expanding the service offerings and geographic breadth of the Company as well as the career opportunities of the team."


· Commenting on the Offer, Grahame Cook, Non-Executive Chairman of Fulcrum Pharma, said:


"The acquisition of Fulcrum Pharma by Gold Medal UK is in the best interests of Fulcrum Pharma shareholders. Our small market capitalisation and our inflexible shareholder structure mean that there is very little liquidity in Fulcrum Pharma's shares and our share price is unlikely to reflect the company's value in the foreseeable future. We would like to make a number of identified acquisitions to add critical mass and expand our service offering. We have been unable to achieve the required equity funding from the stock market despite considerable efforts to do so. SV Life Sciences and The Halifax Group, Gold Medal UK's funders, are prepared to support this growth strategy. We have for these reasons concluded that the Offer, which represents a substantial premium to the current share price, is in the best interests of shareholders."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix 1 to the following announcement and the terms and conditions to be set out in the Offer documentation, when issued. Appendix 2 contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 contains definitions of certain terms used in this summary and the following announcement.

[welsheagle] 28/4/2010 07:31

Day prior to this Announcement; and
o 83 per cent. to the average Closing Price of 3.20 pence per Fulcrum Pharma
Share for the six month period ended 27 April 2010, being the last Business Day
prior to this Announcement.
· The Independent Directors, who have been so advised by Singer
Capital Markets, consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors, Singer Capital Markets has taken
into account the commercial assessments of the Independent Directors.
· Accordingly, the Independent Directors intend unanimously to
recommend that Fulcrum Pharma Shareholders accept the Offer.
· The Fulcrum Pharma Directors have irrevocably undertaken with
Gold Medal UK to accept, or procure the acceptance of, the Offer in respect of
their entire beneficial holdings of Fulcrum Pharma Shares, which amount in
aggregate to 11,114,563 Fulcrum Pharma Shares, representing, as at the date of
this Announcement, approximately 6.25 per cent. of the current issued share
capital of Fulcrum Pharma and in respect of any Fulcrum Pharma Shares that may
be issued to, or acquired by, them pursuant to the exercise of options they hold
over Fulcrum Pharma Shares.
· Certain other Fulcrum Pharma Shareholders (not being Fulcrum
Pharma Directors) have irrevocably undertaken to accept, or procure the
acceptance of, the Offer in respect of certain of their respective beneficial
holdings of Fulcrum Pharma Shares which amount, in aggregate, to 45,161,603
Fulcrum Pharma Shares, representing, as at the date of this Announcement,
approximately 25.38 per cent. of the current issued share capital of Fulcrum
Pharma.
· In total, Fulcrum Pharma Shareholders have undertaken to accept,
or procure the acceptance of, the Offer in respect of, in aggregate, 56,276,166
Fulcrum Pharma Shares, representing, as at the date of this Announcement,
approximately 31.63 per cent. of the current issued share capital of Fulcrum
Pharma.
· Commenting on the Offer, Patrick K Donnelly (Executive Chairman
of Gold Medal UK) said:
"We are very excited about teaming up with the staff and management at Fulcrum
Pharma due to their high level of expertise in drug development, regulatory
submissions, drug safety services and consulting. In tandem with new capital
from SV Life Sciences and The Halifax Group we look forward to significantly
expanding the service offerings and geographic breadth of the Company as well as
the career opportunities of the team."
· Commenting on the Offer, Grahame Cook, Non-Executive Chairman of
Fulcrum Pharma, said:
"The acquisition of Fulcrum Pharma by Gold Medal UK is in the best interests of
Fulcrum Pharma shareholders. Our small market capitalisation and our inflexible
shareholder structure mean that there is very little liquidity in Fulcrum
Pharma's shares and our share price is unlikely to reflect the company's value
in the foreseeable future. We would like to make a number of identified
acquisitions to add critical mass and expand our service offering. We have been
unable to achieve the required equity funding from the stock market despite
considerable efforts to do so. SV Life Sciences and The Halifax Group, Gold
Medal UK's funders, are prepared to support this growth strategy. We have for
these reasons concluded that the Offer, which represents a substantial premium
to the current share price, is in the best interests of shareholders."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including the Appendices). The Offer will
be subject to the Conditions and further terms set out in Appendix 1 to the
following announcement and the terms and conditions to be set out in the Offer
documentation, when issued. Appendix 2 contains the sources and bases of
certain information used in this summary and in the following announcement.
Appendix 3 contains definitions of certain terms used in this summary and the
following announcement.

[monis] 27/4/2010 12:57

Undervalued here imo. Release of results should change all that imo.

[monis] 27/4/2010 11:30

rising nicely today.

[ansc] 26/4/2010 17:07

Today's late announcement might answer your question. A new name to add to the substantial shareholders' list? - no sign of Williams de Broe listed in last year's Annual Report. I wonder if they'd be willing to take my 1.4 mil to add to their lot? I'd be open to any reasonable offer!

[bbd2] 20/4/2010 16:32

So Rathbone are selling but to who ?

[mountain man] 20/4/2010 13:29

ansc
Agree with your sentiments - poor way to treat shareholders(owners)- I'll wait it out and see what happens. I've read the outlook again in the last results and the optimism expressed should be translated into a better set of results.
We'll see.

[mountain man] 19/4/2010 13:01

ansc
I've heard results will be announced earlier this year.
dyor

[scruff1] 08/4/2010 18:57

psolomons
Agreed. One would have to be barmy to buy with that spread. Would be years and years before break even if the past is owt to go on.

[monis] 08/4/2010 10:37

I don't think so as the results this year should be good imo as last years were good and not a lot appears to have changed so we will see this share rising in approx 2 months time imo.

dyor

[velvetide] 08/4/2010 10:34

they seem to be waiting for the markets to hit the fan again, so maybe its a management buy-out

[monis] 08/4/2010 08:37

What is going on with the approach?

[psolomons] 07/4/2010 16:48

The spread makes this share untradeable.

[squaddie] 07/4/2010 16:36

Monis. Good question, the latest EPT Disclosure suggests Seymore Harris sold 44,000 shares at 0.03400, the spead is 0.02750 to 0.03500. ?.

[monis] 07/4/2010 08:37

What is going on??

[monis] 29/3/2010 11:35

Is there a chance of a bid prior to the end of the financial year?

[ansc] 25/3/2010 12:55

Interesting 'long' position taken by Brewin D announced just now, could explain the hiccup in the share price late yesterday afternoon.

[ansc] 25/3/2010 12:03

Thanks to the persistent buyer of 100k+ lots, you can now sell 100k at 3.005p. Anyone interested?

I tried to make my monthly call to the company yesterday, re the approach made 18 weeks ago, but it would appear that they are so busy at HQ that no one has had time to return my call; most unusual. Me thinks it's time to fire off an e-mail to the chairman.....that's if they have an address for him!

[velvetide] 24/3/2010 16:39

something stirred just before the close, like a flinch in one's sleep maybe

[monis] 09/3/2010 10:26

What is going on?

[mountain man] 05/3/2010 17:08

ansc
One would hope that the weakness of the pound alone should improve the numbers and the recession should be providing greater opportunity as there should be more outsourcing work available. That's the theory at least.
Like you - I think the would be purchaser is stalling but having said that, the costs must be racking up so if there is still serious intent - then it's being paid for. Just hope that FUL are focused on continuing to run the business properly - for the benefit of us shareholders!
Results out May usually.